The Benefits of Being Monochromatic
by Primsong
Summary: The First Doctor, Susan, Ian and Barbara set out to explore a strange planet and soon find themselves caught in unusual circumstances. A bit of classic running and saving the day, a little mystery and a smattering of monsters.
1. Chapter 1

_Introduction:_

Written for the classicdw_fic ficathon, this is a relatively low-angst Gen First Doctor adventure for ionlylurkhere, with (as requested) a very light seasoning of Ian and Barbara shippiness. This story was inspired by autumn leaves.

One, Susan, Ian and Barbara find themselves in an intriguing setting and the Doctor sets out to explore. This was written with the same level of sets, costumes and creatures that One enjoyed, the only difference being the gentle reader's mind must allow that it was somehow filmed in colour.

The Benefits of Being Monochromatic

Chapter 1

The grinding wheeze of the TARDIS finally faded away. Inside, the rotor settled down into its niche in the console and the occupants of the battered-looking ship considered the images on the screen above them.

"Well, that's not Earth," Ian said, looking up at the scanner. "Where are we?"

"I'm not sure…" the Doctor muttered, "We seem to be in the outer rim… hm. Yes. Well." He rubbed his forehead.

"Too much of that wine last night?" asked Ian with no sympathy at all.

"What? Don't get cheeky with me. I wasn't even affected by it. I can't say the same about you and Barbara."

"Still, it was a grand festival, wasn't it?" Susan said happily. She gave a little twirl of the bright new dress she still wore. Barbara's nearly matched, the bright array of gold, peach and tropical colours making them stand out against the white TARDIS walls, contrasting nicely with Ian's embroidered brown vest and shirt; a point she'd made on the dance floor the night before.

"Oh yes, yes," the Doctor said, humoring her. He looked back up at the scanner. "It seems safe enough, air is breathable. Almost healthy, really. And the topography is most intriguing, I've never seen anything quite like it."

"I suppose this means we'll have to change to something more practical," Susan said.

Barbara reached out to adjust the colourful yellow and peach flowered headband Susan had purchased to go with her dress. She smiled understandingly; her own hair still had a bright flower clipped behind one ear, though it was a bit rumpled from Ian playing with it during dinner. "Oh, I don't know. I think we should wear our finery as long as we can."

The Doctor looked back at them from where he was now checking the readings. "It's quite uneven, most interestingly furrowed. Hm, yes. If you come, you may have to do a bit of climbing."

"Can't I climb in this, Grandfather?" Susan asked. "I can gather up the skirt, like this."

"No, you can't. You go change." His attention had already been drawn back to his readouts. "Most interesting. I'd like to see this a bit closer."

Susan looked so disappointed Barbara found herself feeling sorry for the girl. She sometimes wished there was a young man in Susan's life; her Grandfather loved her, but he was so often distracted or preoccupied. She really needed someone who could give her the undivided attention and admiration she seemed to crave.

"How about us ladies just stay here for now. I'll fix up your hair for you, Susan."

The girl's face immediately brightened. "Oh, would you?"

"Well, I'm not staying for you to fix up my hair," chuckled Ian. "I'll go with the Doctor."

"Eh?" the Doctor said, opening the doors. "Oh, I see. All right. Come along Chesterton. We'll return soon enough, I should think. Let the girls have their, eh, primping time."

Ian followed the Doctor out, giving Barbara a little wave.

The Doctor stood, holding his lapels and looking around while he sniffed at the air. "The scent is pleasant enough," he observed.

Ian took a sniff. It was a resinous sweet smell, as if someone far off were baking a cake made of wood-chips. The air was clear and quiet. He could see what the Doctor had been so interested in about the landscape; the land was strangely layered, irregular, rounded thick flakes of a spongy brown substance with a pattern of furrows running through them. They picked their way up to the top of the nearest one and found more of the same as far as they could see. Some of the furrows were the size of shallow canyons, others no more than the width of a roadside ditch. At intervals, strange, thick trees rose up with gossamer nets drifting up where one would expect the foliage to be.

Ian almost went back for Barbara, it was exactly the kind of thing he knew she would appreciate, but the Doctor was already striding ahead. He was following one of the furrows and making little _hmm_ noises in his throat. Ian hurried after him.

. . .

Barbara stood near the doorway and looked after them for a moment until Susan plucked at her elbow. "Barbara?"

"Oh, I'm sorry Susan. Let's take a look at your hair, shall we?" She went to fetch a comb, but Susan unaccountably stopped her.

"You wanted to go with them, didn't you?"

"Well…"

"I was just being silly, wasn't I?" Susan looked up at her, her dark eyes apologetic, then gave Barbara a sudden smile. "Come on, let's catch up to them!"

"Can you climb in a dress after all?" Barbara smiled back.

"Of course! And I know you can too. Grandfather can be so old-fashioned sometimes. Let's go!" Susan pulled at her hand persuasively and gave another teasing pout. "I've got my key, the TARDIS will be safe enough."

Barbara smiled and smoothed the girl's hair down where it was starting to poke up around the headband. "All right. They can't be far."

. . .

Ian followed the Doctor down into a wide, shallow furrow and waited as he chipped a bit of the wall off to look at more closely. Fishing in his pocket, he extracted a pair of glasses, perching them on his nose to peer at it more closely.

"Fascinating," he said happily, sniffing at it then crumbling it with his fingers. He brushed the bits off fastidiously. "One would almost conclude that it were, eh, grown."

"Grown?" asked Ian.

"Look at these layers," he said, tapping the wall. "It resembles sponges, or mosses rather than mineral formations. More like tree bark than rock."

"Tree bark?" Ian smiled. "Whoever heard of a planet made of tree bark?"

The Doctor considered him over the top of his glasses. "Never jump to rash conclusions, my boy. Who said this entire planet was made of tree bark? Nonsense! It wouldn't be possible."

"But you said it was…"

"I said these walls seem to be made of an organic material that resembles what we know as tree bark. Not that the entire planet was composed of it." He took off the glasses and tucked them back into his pocket. "Made of tree bark, pfah! Don't know where you get these notions." He went back to following the path created by the floor of the furrow, mumbling something about instability, growth variables and density.

Ian paused to break off a bit of a ridge himself. It did look a lot like tree bark, just very, very big tree bark. He looked up at the diaphanous trees waving above them and wondered what they'd got themselves into this time. What if there were the equivalents of very, very large woodpeckers?

"Doctor!" he called, realizing he'd lost sight of the old man. He trotted ahead, pocketing the bit of ridge wall to show to Barbara later. At least with these furrows it shouldn't be too hard to find one another. Just follow it and…

He slowed, frowning. Coming around the slight bend there was a long, fairly straight stretch and there was no sign of the Doctor anywhere along it. He glanced up either side as he went, doubtful that he would've climbed if he had another option. Even sprinting, he shouldn't have been able to get that far ahead that fast, and while he'd certainly known the elderly eccentric to obtain a fairly rollicking gait under duress, he'd never been a sprinter. Where had he gone?

Moving ahead more carefully he tried calling out again. "Doctor? Doctor! Where are you?"

There was no answer.

Ian stopped, unsure what to do. If there was something dangerous enough that it had captured the Doctor that quickly and completely, maybe he should be getting back to the TARDIS. The last thing he needed was for the girls to be coming out and being taken too.

"Doctor!" he called again. He checked around the next bend and peered up into the trees above, lest something had dropped a net. There was no sign of him, no sign of a struggle, no sound. He grit his teeth and headed back to their ship at a run.

Finding his way back was easy enough, sliding down the small incline to the waiting blue box. But then the door was not only closed, it was locked. Ian knocked on the door, backed up to where he knew the scanner would easily catch his image and waved his arms. "Barbara! Susan! Open the door! It's an emergency!"

There was no response. "Barbara! Susan!" he called again and again, alternating between beating on the door and waving. He finally dropped his arms to his side. Something was wrong here as well. He looked at the ground around the doorway, now wishing he'd paid more attention to where he'd put his feet. There was no way of telling in the scuffles if the girls had come out, but… there!

He ran over to the tiny bit of colour, standing out against the muted deep browns, creams and reds of the landscape. A brilliant yellow flower, fashioned from silk; it was one of the flowers from Susan's headband. Ian almost crushed the tiny flower in his hand. They'd left the TARDIS then, both of them he was sure. There was no way Barbara would've let Susan go off alone. Was this entire day to be nothing but a disaster? Where had they gone?

He had to find them. All of them.


	2. Chapter 2

Chapter 2

"What is that?" Susan asked, shrinking back against Barbara.

"I'm not sure, but it sounds quite far away," Barbara answered, trying to be as soothing as she could.

She was seriously worried that what had been intended as a short afternoon walk from their ship had been a mistake. This wasn't the first strange creaking-calling sound they had heard, somewhere in the many rifts, valleys and furrows around them, though they had yet to see any kind of living creature. It reminded her vaguely of crows and under the circumstances that mundane association wasn't comforting at all. She found herself looking upward at the strangely undulating veils that served as foliage in the trees.

And even worse, they were lost. Barbara took some comfort in knowing that they couldn't be too terribly lost, they hadn't had time for that, but the TARDIS had most certainly not been where they expected it would be. Twice.

She took Susan's hand. "Come on, I'm sure we must be close," she said.

"We're lost, aren't we?" Susan said. "We should've found it by now. What if Grandfather comes back and finds we're gone?"

Whatever Barbara was about to reply was frozen somewhere between her throat and her tongue as yet another of the drawn out crow-like cries sounded just ahead of them. She looked around for anything that might offer a hiding place. Half-dragging Susan along with her, she ran to where one of the steeper walls formed a sort of overhang, a shadowed opening beneath it.

"Up there," she said softly. "Whatever it is, let's hope it passes us by."

Susan needed no further urging. Gathering her skirt in one hand she quickly scaled the small distance to the shelter, crouching and scooting deeper into it as Barbara joined her. They huddled back into the depression, which was deeper than they'd first thought, the brown fibrous walls darker and more fragrant the farther back they went.

"Ouch. What's that?" Susan whispered, shifting to one side. She reached back and pulled up what looked like a chunk of terra-cotta pottery.

Barbara felt around, brushing a good dozen of fragments to the side. "Looks like we've found someone's old wine-jar cache or something," she whispered back. She gave the pieces only a glance, her eyes fixed on the opening. They waited in silence for a long moment.

"Look at this," Susan whispered, turning one over. "Isn't it strange? Doesn't look like any pottery I've ever seen before. The edges are all ragged where it's broken."

"Must have had some plant material mixed in," Barbara replied, wondering if the girl could ever hold her tongue. She pushed Susan's hand with the shard back down before she could continue with it. "Now be still!" she hissed.

. . .

The Doctor hadn't really minded when the fibrous curved walls he'd leaned against had rather abruptly pulled apart to reveal a tunnel entrance, if anything it was a delightful discovery, exactly the sort of thing he liked best, though it might have been more convenient if he had been able to open it back up again once he was inside.

"Well," he said to himself. "Ian no doubt find his way in eventually. Hm, hm, heh!"

Part of what made it so utterly delightful was not only how well it had been hidden, but the way the bits of light filtered down through fissures above, the rich, woody scent of it and the fascinating tree-like sponginess of it all. It wasn't a natural cave, nor a crafted structure, but rather it appeared to be a long, rounded natural tube or tunnel that might have even been grown that way.

He rubbed his chin and considered the two directions possible. After a moment, he fished a coin from his pocket and flipped it, then cheerfully headed off to his right.

. . .

Huddled in their meager shelter, the two women waited, trying to be as quiet and still as they could. After several minutes passed with no sign or sound of anything hostile, they began to relax. Susan was so easily frightened Barbara sincerely hoped it had been a false alarm; she put an arm around the girl comfortingly.

"Think we should continue?"

"Can't we just stay here a little longer?" asked Susan in a small voice.

"Of course we can. But if we wait too long, I'm sure the Doctor and Ian will be worried for us. Maybe we can climb one of those trees out there. We'd be able to see the TARDIS if we were higher up."

Susan suddenly gave her a small giggle. "Can you imagine Grandfather's face if he found us up a tree?"

"I think he's seen stranger things." Barbara leaned back against the wall behind her. It was springy with fibers, reminding her of frayed wicker or brambles. Slightly tacky to the touch, she noticed a resinous, sweet scent lifting with every movement. "This reminds me of when I was a girl," she said softly.

"What happened?" asked Susan, ready to be distracted by a story.

"Oh, nothing much. My father liked to get up early to fish sometimes and I followed him. I wasn't supposed to, I was supposed to be getting ready to go to school. When he heard someone following him I was more afraid of him finding me and sending me back than anything else, so I sort of burrowed myself back into a rotting log."

"A log?"

"Yes, you know how they soften in the middle after a while. Some animal had already dug most of it away, and I was quite small."

"And?"

"Nothing. I suppose I was lucky whatever had dug it away wasn't still there. I lay in there with all those bits of wood and pillbugs, trying not to be noisy. After a while, I came back out."

"You weren't lost?"

"No, I really hadn't gone that far, it just felt like it. My Mum was calling for me from our house and I went back. I guess it doesn't make for a very interesting story, it was just this place reminded me of it; it even almost smells like it. I guess we should…"

They both screamed as a large, dark brown head suddenly shot up outside their shelter, blocking the light, its white-ringed eyes peering in at them sharply.

They hadn't heard it coming at all. Barbara didn't know how big the rest of it was; the head was nearly a yard across though, which was more than enough. They both curled up away from it. Susan was now closest to the opening and it only considered them a moment before taking a snatch at her.

The creature's beak-like mouth was nearly translucent, like the trees above them, but thick and firm. It couldn't maneuver into their shelter, but with a snort it managed to close its array of rubbery ridges onto one of Susan's kicking legs. She shrieked as it began dragging her out.

. . .

Ian spun around. He was sure that had been a scream, probably Susan's. He hesitated briefly over which way to try, cursing the way this landscape seemed to soak up any sound at all. He ran.

The fruitless searching for a sign, any sign, of any of his missing companions had been horrible and while he was alarmed at her scream, he was grateful to hear that Susan was alive. Hopefully Barbara would be with her, maybe even the Doctor. His heavy heart soared in spite of his anxiety.

"I'm coming! Susan! Barbara!"

. . .

"Oh no you don't!" growled Barbara. She hung onto Susan with all her strength, pulling the poor girl into a brief, horrible game of tug-o-war. Fearing it would win the contest, or worse, bite off the girl's leg, she shifted her hold and pushed Susan toward the back while bringing her own legs forward to hammer at the snout with her feet. _One-two, one-two, one-two!_ Her shoes had flat, wide heels; she wished they were stilettos.

The creature gave a strange croaking cry down in its throat and yanked Susan forward, chunks of pottery rattling down to the valley floor as she was dragged across the floor. Barbara kept on kicking the rubbery snout for all she was worth. Susan suddenly fell forward, half on her as she was released; Barbara got one more kick in before it pulled its head away from them entirely. The girl scrambled behind her, sobbing with fear and shock. Barbara could feel her shaking against her back. She shifted her position, ready to kick again if necessary; her legs and shoes were the only weapons she had. They needed help.

"Ian!" she cried. It was almost instinctive, calling for him, and though they really had no idea how far away Ian and the Doctor might be, she had to at least try. "Ian! Help! It's after Susan! Ian!"

There was no response, no sound of his reassuring voice, no sign of him. The brown head bobbed up and down in front of their small shelter again, shaking its head so much she wondered if she'd managed to injure it. Then strange rubbery beak-snout lifted and opened, came at her.

_Wham! Wham! One-two! _ She kicked it again with all her strength.

It pulled back, shaking its head again and snorting its grating crow-like cry, then moved away, shuffling rapidly out of their sight.

They stayed as they were, on alert, but it seemed to be well and truly gone for the time being. Barbara finally turned to comfort the tear-streaked Susan as best she could. "Let me see your leg."

Susan sniffled and managed a shaky smile. "I think it'll be all right, just bruised and pulled a bit. You were marvelous!" She wiped her eyes with the back of her hand.

"Shoes are a woman's best friend," Barbara quipped, carefully feeling down the girl's leg and checking her ankle. "Can you turn that? Good. Nothing broken, anyway. It should be bound up." She began loosening the sash on her dress.

"What was that, do you think?"

"Something that needs to find its dinner somewhere else, that's all we need to know," Barbara said.

"Ian didn't come."

Barbara didn't meet her eyes. "No, he didn't. They must be too far away."

"Do you…do you think…" Susan faltered. Barbara shook her head. Neither of them wanted to speak those words, not really.

"Your grandfather is a very resourceful man," she said, binding up Susan's ankle with the sash.

"And so is Ian."

"Yes." She finished wrapping it and tucked in the end. "Now, can you walk on that?"

"I don't know. I'm sorry, Barbara. If we'd just stayed in the TARDIS none of this would've happened."

"I was just as responsible as you. Now come on, that thing might come back." Barbara slid forward and out of their hole, reaching back to help Susan down to the floor of the little valley. "Let's see if we can get to one of those trees. I'll climb it so we can see where the TARDIS is."

. . .

Ian puffed along the bottom of yet another ridge then leaned over to catch his breath. He'd faintly heard what sounded like Barbara's voice after Susan's scream, but now there was nothing. He kicked at a scatttering of pottery shards and broken crockery that were sprinkled along the valley, the only sign of any kind of civilization he'd seen; these jumbled of strangely shaped pieces were everywhere, all in terra-cotta, peach and yellow. Nothing else. For all he knew he could have passed the girls, or he could be going in the wrong direction entirely. He scrubbed at his hair with frustration, then suddenly froze.

What was that?

Holding his breath, he listened. Yes, something, somewhere down a furrow-valley that opened just ahead, to his right; something was moving, coming his way.

"Barbara?" he called.

A croaking call answered him, just before its owner lurched into sight. No, that most certainly wasn't Barbara!

He didn't know if the creature was as surprised to see him as he had been to see it, but the white-ringed eyes certainly gave that impression. They had a mutual pause and hesitation; the creature recovered first.

The strange cartilage-like snout came at him so fast he barely managed to leap aside, stumbling over the uneven floor of the small valley. Its head followed him; he locked his fists together and turned to gave it a wallop on the side of the head with all his strength.

It staggered sideways slightly, the pottery bits scraping and clattering under its feet. It gave its brown head a shake to consider him. He slowly backed away, ready to hit it again, eyeing the ridges around him to see if any of them might be climbed. The mouth opened, came at him again, this time with the beast circling around as if to try pinning him against one of the walls. He swung at it and missed, leaped aside and swung again. This time he got a good, solid connect, right on the end of its snout.

The creature gave another of its croaking cries and backed away, shaking its head again then suddenly abandoned the fight, turning and making its way down the small valley. It disappeared around a bend.

Ian leaned back against one of the walls and gasped for breath, checking his arms to be sure he hadn't torn a muscle in the exertion. It didn't bode well at all that there were creatures like this roaming the place. What would Barbara or Susan have done if they'd run into such a thing? He straightened up with alarm - that scream! Maybe they _had_ run into this thing or something like it.

"Hold on, now, Ian, old boy," he said to himself. "Barbara is a resourceful woman. They're probably fine. Holed up somewhere, or on their way back." He wasn't sure he was buying it. Besides, there was the Doctor to consider too. What would a thing like that do to him? He was proud, and not inclined to consider his own frailty or age.

His heart ached with worry. How he wished Barbara were here; she was so good at pointing out whatever would be the most practical thing to do. Well, this time he'd have to do it himself. He headed up the side-trail, where it had come from. "Barbara! Susan!"

. . .

The climb up to the base of the tree-trunks wasn't steep, but Susan found it difficult with her injury. Not wanting to leave her alone, Barbara had to hunt up and down the ridge to find the smoothest place she could, then helped her hobble up it.

"What unusual trees," Barbara noted as they made their way to the nearest one. She poked a toe at the thick, rounded ridges that seemed to serve as its roots and put her hands on either side of the smooth beige bark to consider the waving gauzy nets above. "I wonder what they're gathering… water from the air, you think? Maybe it doesn't rain here?"

Susan shrugged. "I haven't the energy to even wonder," she said, lowering herself to the ground. "I just want to find Grandfather."

"And Ian," Barbara agreed. She looked up again. "I wish it were more bushy, some lower branches would make this easier. What are those little growths, I wonder? I hope they aren't alive. Well, nothing for it now... Here," she removed her shoes and handed them to the Susan, took a breath and made a jump at the trunk of the tree.

It was slow, difficult going; the trunk was smooth and even with her bare feet she had a hard time finding a purchase. The cloth of her dress kept catching but still, at least she was making a small amount of headway. She inched her way up until her aching arms and legs began to seriously protest then grabbed onto the trunk as firmly as she could, turning her head to see what could be seen from that awkward angle.

Most of what she could see consisted of a seemingly endless scatter of the same type of tree, all poking up out of the same ridged and furrowed brown landscape.

"Can you see anything?" Susan called up to her.

"No," She called back down, "nothing but trees." She looked up. The nearest branching was still yards overhead, the small pin-cushion-looking protuberances sprinkled here and there and the clear 'foliage' waving above it all. She inched up, then tried shifting to the other side, inching around the trunk a little, though it made her lose some of her hard-gained height again. "Wait! There. I think I can see the top of the TARDIS!" She half-slid down the trunk, stumbling over the ridges at the bottom as she shook out her half-numbed hands. Her legs, overstrained from both kicking and climbing, ached sharply.

"Which way?" asked Susan, reaching for a hand up. "Did you see any sign of Grandfather or Ian?"

"No, but maybe they'll be there waiting for us."

"Maybe," Susan agreed, willing to be reassured. The two women made their way back down the slope and started off in the general direction that Barbara had seen the ship. Susan could only go slowly and though she tried to be brave about it, it was plain that her leg and ankle were giving her pain. Barbara's legs were complaining as well, so she didn't mind the pace.

"This is worse than driving in London," Barbara remarked as they limped along. "Every time you think a road goes one direction, it goes another. Quieter, though."

"It's very quiet," Susan agreed. "I think all this spongy landscape is stopping the sound."

"You're right. I just hadn't thought about it. A soundproof planet. I suppose it would be very peaceful."

"I don't think I'd like it," Susan said. "It makes it far too easy for something to sneak up on you. I'm sorry, Barbara, but can we stop for a moment? This leg…"

"Of course," Barbara said quickly, helping her to the side. "Here, we can sit in the shade a moment. I'm sure it can't be much farther." They both settled down against the fibrous brown wall.

The wall gave way.

Both of them gave an involuntary shriek and grabbed onto the other as they fell back into an open space, landing hard. Both tried to reorient and grab at the opening above them their fingers slipping across it as the thick fibers closed back up.


	3. Chapter 3

Chapter 3

The Doctor was getting annoyed.

For one thing, he hadn't had nearly enough time to properly explore his new surroundings; being taken away from a fascinatingly new alien structure irritated him and he wished now the coin he had flipped to decide the way had been tails instead.

For the other, these odd brown-and-white streaked people, he thought, were far too clingy. They held his arms firmly, leading him heavens knew where.

"What do you want?" the Doctor demanded once again. He shook one of them off of his arm. "Unhand me, there's no need to be pulling me along."

"You are hurt?" one of them asked. It's voice was rather creaky but quite understandable.

"No. And I am quite capable of walking by myself!"

In truth, he had to admit the strange people were not being ungentle, if anything they seemed to be taking great care that he not be injured in the slightest; they helped him over any protrusions or irregularities in the path, a long and seemingly endless rounded tunnel that ran beneath the surface of the planet. Here and there the small fissures still trickled light through, other smaller round tunnels branched off from the main, or fibrous opening such as the one he had inadvertently fallen through when he leaned against it went by.

"You walk well for one your age."

He harrumphed. "I should think so. I've had plenty of practice." He considered their own walking; they were as thin and sinewy as drawn leather, swaying as they went.

"Are you afraid?"

"No. Not in the slightest. I just very much prefer the courtesy of my freedom." He looked at them sternly. "And why do you ask? Do you think I should be?"

They looked at one another. "He is very intelligent for his age."

The Doctor looked at them indignantly. "And you expected otherwise?"

They didn't answer.

He studied them as they continued pulling him along. Not only thin, but almost narrow and quite flexible, their skin and thickly braided hair almost uniformly streaked in shades of brown and cream as if in a natural camouflage. In such a people, if they were like the samples before him, flexibility would be considered a normal characteristic, therefore, he thought, it stood to reason their elderly would grow stiff. Perhaps they thought he might be brittle.

"As I said, I'm perfectly capable of walking unaided. I won't break. Now let me go." Moving suddenly, he slipped backwards out of their hold and quickly ran towards the nearest smaller tunnel. Pushing through the hanging fibers he was dismayed to find it rapidly closed down to an opening far too small for him to fit through. Someone took his arm.

They drew him back to the main passage. "This way. You are very lost!"

"How do you know? Maybe I know my way around these tunnels like the back of my hand. Have you ever thought of that? Hm? I can find my own way." He blustered and tried to shake them off again which only accomplished their becoming slightly amused; it rather wounded his dignity.

He paused as two long, rounded creatures scuttled out from another side tunnel, their chocolate-coloured segmented bodies reminding him strikingly of the small arthropods of Earth. His escort didn't seem alarmed but continued to gently guide him along. The creatures came forward, right up to them, waving a mass of feathery antennae.

The native on the Doctor's left brought a ball of something from a small woven pouch he wore and tossed it to the creature, who eagerly grabbed it and stopped to eat it. The second one scuttled after them.

"Here, you can feed them. They will not hurt you." They seemed amused at his guarded caution towards the large arthropods. He considered the apple-sized mass in his hand, which was a little soft and slightly sticky, like toffee. He held it up to the dim light, then sniffed the woody-sweet scent of it before finally tossing it to the remaining creature who, like its companion, quickly caught the ball and set about consuming it.

"Hm!" he said. His fingers felt tacky and he resisted the childish urge to lick them to see what it tasted like. "Treats for pets? Or bribing something to not eat you instead?"

They just shook their heads, amused. He was still trying to decide whether it was worth pursuing the topic again when they slowed and turned.

The long, rounded tunnel opened up to one side and he was escorted into a small bay resembling a low-ceilinged room. Two more natives came to their feet as they entered.

"What is this?" one of them asked.

"We found this one in the tunnels, he is from the strange pod."

"You know of my ship, then?" the Doctor asked. He tried to keep his tone courteous; for all he knew these might be the rulers of this world. "It's called a TARDIS, not a pod, if you don't mind my setting the matter straight." He faced the more forward native, who appeared the same as the rest except for her having a few streaks of oranges and yellows among her browns. "If I may introduce myself, madam, I am called the Doctor."

To his irritation, they ignored this and talked right around him. "They should not have let him go out alone," said the one he had addressed.

There was a mutual swaying, apparently of agreement. "No, it was fortunate he was found," said his escort. "Will you keep him safe until they seek him?"

"Of course we shall. Come to me, come to me," crooned one of them, taking the Doctor's hand. "There, there."

He wasn't sure what to make of this. Was he exhibiting some kind of distress or dotage in their language? "I assure you, I do not require comforting. I am in control of all of my faculties. I am quite all right."

The hands of the other one fluttered. "Listen to him talk!"

He drew himself up. "Of course I talk!"

The first group swayed together. "He has been like this the entire time. Unusual. Care well for him." One of them brought something like a vine over from one of the walls. It bent down and brushed the tip against the Doctor's ankle, causing the tip to immediately wrap around him in a natural manacle.

"That really isn't necessary," he protested.

"We will keep him safe" they were swaying in reply. The ones that had brought him slipped back out leaving him in the dim, brown room with his two keepers.

He bent and tugged at the vine. It was fibrous and strong, thick around as his wrist, but it didn't hurt him; it simply held on.

"Look at him. They never want to stay where they need to be, do they?"

"And where do you think I need to be?" he asked. He straightened back up. "Tell me: is there some reason that I am being restrained like this?"

"Astonishing."

"I wonder if they will all be like that." One of them swayed closer to him and put out a hand to smooth down a bit of his hair. "How many seasons are you?"

He pulled away from the ministrations and gave them an incredulous look, sticking out his chin. "What do you mean, how many seasons am I? What does my age have to do with this ridiculous treatment?"

The two of them clucked together like hens. "Poor dear. Do you know where your parents are?"

"What?" The Doctor was completely baffled by this one. "My parents? Whatever do you mean inquiring after my parentage may I ask?"

"Do not be afraid. You should not have left your pod. We will keep you safe until they come for you."

"As I said before you haven't alarmed me. And what do you mean, until who comes for me?"

"Your parent," they said together soothingly.

"What? I assure you, madams, no such person will come. Now if you please…"

"Your parent is no doubt seeking you, we will keep you safe."

The Doctor considered this remarkable statement and phrased his next question delicately. "And how would you, er, describe my…parent?"

They seemed amused by this. "Like you, but coloured of course!"

"I believe we may have some kind of misunderstanding here. If you would just release my leg…"

"Oh no, you are much too young to be out alone, we will keep you safe."

He stopped and raised his brows rather pointedly at them. "Young…?"

. . .

Barbara pulled at the fibers, digging her fingers into them to try to force them back apart. Susan had slumped back to the floor, rubbing at her ankle. It hadn't been that far of a fall really, a little less than a yard, but being caught by surprise neither of them had managed to land right.

"Can't we get out?" she asked anxiously.

Barbara pulled and pushed at the tacky fibers. "I can't get it to open back up. It was almost like a reflex, like we triggered something."

"Well, then there should be a trigger of some kind on this side too," Susan reasoned.

"Unless it's like a venus fly-trap," Barbara said unhappily.

"Venus doesn't have flies," Susan pointed out, making her smile in spite of her worries.

The older woman carefully sat beside her and rubbed at her own legs. Neither of them was really in shape for a long walk right now and a bit of rest seemed prudent. "I wouldn't know, but if we get out of here maybe you can ask your grandfather to show us." She looked up at the dim light filtering down on them. "I didn't even realize those gaps were there when we were outside."

"It's going to be very dark in here at night," Susan said after a moment.

"Yes. Well, let's hope we won't still be here then."

"What do we do? Wait for them to find us?"

"They won't find us if we're invisible. We're under the ground now, and it's a ground that absorbs sounds too. But if there was a way in, there's got to be a way out. We'll just have to look, that's all. See how this room is shaped?"

"I was noticing that too. It's a tunnel."

"Tunnels usually lead somewhere."

"But where?" Susan took Barbara's arm, holding it to her for comfort. "What if there's more of those creatures down there, or worse?"

"Come on, Susan," Barbara said encouragingly. She took the girl's chin in her hand and made her look at her. "There's no call to go imagining disasters. It's just as likely, or more really, that it leads up and out. Let's go find out."

"All right," she said, trying to be brave.

Barbara stiffly got to her feet and helped Susan up. "That's the way of it," she encouraged.

The two of them hobbled along the passage, stopped to rest, then hobbled again, choosing to ignore a few smaller passageways in favor of the one they were in but really with little sense of what direction they were even going anymore. At one point they found a small cul-de-sac of sorts to one side, filled with any number of large, oblong empty casings, each more than a yard across. Susan tentatively reached out and touched one then backed away.

"They look like eggs," she said in a trembling voice.

Barbara touched one also, curious in spite of herself. It was softer than expected, the inside lined with something like quilt batting. "They're more like cocoons than eggs," Barbara said. "But at least they're empty. Whatever was here, let's hope they've all moved on, as should we. Come on." She took Susan's hand and pulled her back to the main passage, trying not to think about how big something might be if it hatched from such a casing. Or how large its parent. The sooner they found an exit the better.

"Don't you think we should've found a way out by now?" Susan asked despairingly as they stopped to rest a second time.

"I don't know," Barbara admitted. "I wish I knew where Ian and the Doctor went."

"Do you think they could be in these tunnels too?"

"Maybe, but calling out doesn't seem to do much good around here."

"I'm so thirsty."

"I am too. Let's see if we can… Susan?"

"Yes?"

"How about let's move just a little further on?" Barbara got to her feet a little too fast, taking Susan's hand.

"But… Barbara. What's wrong?"

"Nothing…nothing at all…"

"You're not fooling me." Susan looked around in the dimness as she climbed back to her feet as well. "Did you see something?" she whispered.

Barbara gave a resigned nod, her eyes gesturing back the way they had come. Susan's eyes followed and Barbara grabbed her, stifling her against her chest as the girl fought to keep in a scream. After a moment of gasping, she seemed to get her reactions back under control.

"Was…that…antennae?" Susan finally trembled out in a whisper as they began moving away from it.

"Let's hope not. Maybe it's just some of these roots, come loose." Barbara whispered back in a determined voice. It didn't help knowing that anything down here would find it easy to creep up on them soundlessly. She couldn't help but keep glancing back over her shoulder.

Susan was looking back too. "Barbara!" she suddenly screamed, pointing.


	4. Chapter 4

Chapter 4

Ian traced back and forth across a ridge, looking for any sign at all of where the girls had gone. He'd found the small pocket they had apparently climbed into but what little he could find in footprints had quickly faded out and his own worry and frustration were quickly mounting. He was just about to leave the ridge to try looking for a tree to climb, hoping he might be able to see or signal to them from a greater height when he stopped in his tracks.

Susan, that had to be her! He was sure he'd heard her scream, but it had been so faint and muffled he couldn't place a direction. He spun in a circle, looking for any trace of movement, any sign of life at all. Where had it been? It almost sounded like it had come from underground - but he hadn't found any openings of any kind, no caves or cracks or doorways. He pulled at his hair. This was not turning out to be a good day.

. . .

Something was coming at them, something low, rounded and flexible and definitely in possession of not two, but an entire cluster of antennae. It reminded Barbara of a brown silverfish, except it was closer to length of a crocodile.

Barbara pushed Susan ahead of her and briefly tugged at a chunk of the walls, trying to pry loose one of the fat fibers as a weapon, but nothing would move. The scuttling dark-brown creature behind them stopped in its tracks at the sound of Susan's screaming, waving its antennae in circles. Now it began coming after them again.

They tried to run faster, limping as best they could, but it only seemed to encourage their silent pursuer to greater speed as well. Gasping, they were forced to slow only to find the creature behind them slowed as well.

"I think…it's…only…following us," Barbara breathed, digging a palm into her side to try to stop a side-ache.

"Why?" Susan gasped back.

"Maybe we…look strange," Barbara said, trying to make light of it. They started forward again, and their insect-like shadow trailed after them, waving its antennae. They stopped and it stopped, they walked and it ambled after them.

Susan shivered, holding her arms around her. "I can't stand that…thing following us this way," she whispered to Barbara. "Why doesn't it leave? Ah!" She suddenly stopped and pointed ahead; another one was squeezing its was out of a rough fissure in the wall. It waved its fan of antennae and advanced.

The two women huddled together, then, as they both kept coming, Barbara pulled off one of her shoes and threw it at the second one, hard. It was a good hit, right above its antennae where the chocolate-coloured plating met up with its head. It stopped and gave a querying chittering sound, nosing over the shoe as if looking for something, then biting at it.

They stared. "It's _eating_ my shoe!" Barbara said in disbelief even as she was pulling off her other one. This one she kept in her hand, to use as a hammer if needed. Neither of them said what they were both thinking - that the shoe might only be the appetizer.

It dropped the shoe and came at them again.

Susan screamed as the creature half-reared up, then again as Barbara kicked it right over onto its back. It quickly curled, then turned to flip itself upright again.

"Run!" said Barbara, half-pushing Susan past it. They ran, though a glance back only confirmed what they both expected, that they were once more being followed, now by two of them. Susan suddenly turned, apparently thinking to try another route, but then stopped again and gave another shriek as the very walls seemed to come alive. Suddenly there were people, brown-coloured people all streaked with shades of cream and red-browns to perfectly blend with the walls. Susan fainted.

Barbara caught her as she fell but the unexpected dead-weight right after running proved too much for her over-strained legs and they buckled beneath her, spilling them both to the ground.

Natives were around them, tugging, pulling them up with thin brown-gold hands. They were both bodily lifted and carried along, the strange people murmuring to one another. Barbara struggled, still trying to wrap her mind around the fact these people not only existed but that the two of them had apparently fallen right into an ambush - though in truth, she couldn't tell if they were being taken prisoner or rescued, or both. After all, they were not being hurt.

They held her firmly with their thin, sinewy arms, but gently, and after a moment she stopped fighting simply because she didn't want to risk being separated from Susan. Who knew what would become of her, alone?

"Who are you?" she tried. "If we've trespassed, we're very sorry…we were lost…"

One of the people felt up and down her arms as the carried her along, squeezing them gently as if she were a piece of fruit. She tried to squelch an alarm that welled up in her, memories of fairytales like Hansel and Gretel where victims were squeezed to see if they were edible. "Why are you doing that?" she managed to ask.

"Shall we put them above?" another native was asking the squeezer.

"No, no. They are supple, though their words make no sense. Treat them."

"Still supple," echoed the others, nodding. There was a strange sadness to it, Barbara thought. The small group carried them to a side passage and pushed their way through a series of fibrous strands until they came into a wider room. Several pale posts were interspersed around it, floor to ceiling.

"What is this place?" she asked, trying once again for some kind of direct response. "We are only visitors to your world…"

As before, they simply swayed their heads, not answering. In the middle was a wide fiber construction that reminded Barbara of a bird's nest. Into this they were both carefully maneuvered. Something like a net was put over the top and the people left.

Baffled, Barbara carefully lifted herself up and pushed at the netting. It stayed firmly in place. Beside her Susan began to moan. "Barbara?" she said.

"Susan? Are you all right?"

The younger woman put a hand to her head and then rubbed at her face. "I think so. What were those things? They looked almost like people! And where are we?"

"They _were_ people, Susan. The people of this planet, I expect. And I don't know where we are but it looks like we're being kept here."

"What?" Susan sat up at that. She pushed at the netting overhead. "Are we prisoners, then?"

Barbara pushed and tugged at the edges. "I don't know."

"Barbara!" Susan said, pointing.

But Barbara had already seen the same thing on her own side. Each of the pale cream posts emitted a haze or cloud of some kind. There was a low hissing sound; the two women looked at one another helplessly as the room began to fill with clouds of a gaseous mist.

. . .

Panting, Ian reached one of the smooth tree-like plants scattered around the landscape and after a moment set about hitching his way up it. The wind had been picking up and he found he had to hang on firmly as they swayed with it more than an earth-tree might. Above him, the transparent nets of foliage rippled and lifted in the wind, expanding out to pull what moisture there was from the air.

He paused to look around as best he could but couldn't see the TARDIS or any of his lost companions. He hitched his way higher. Above him one of the poky-looking growths was in reach, greatly resembling a large horse-chestnut, or maybe a headless hedgehog, somewhat grey against the beige. It was so completely attached he wondered if it might be a part of the tree, like the fungal growths on trees back home.

Just a little further and he might be able to reach one of the branches. He hoped if he could it would give him the vantage point he needed to orient himself in this homogenous landscape and maybe to even be able to signal to the others if he saw them; he wasn't sure how, maybe waving his shirt would do. He'd figure that out later.

Ian stretched, but the nearest branch only brushed at his fingertips; he couldn't quite reach. Inching his way upward, he tried again and barely managed to grab onto the branch. It was springy and he wasn't sure putting all of his weight on it would be wise.

"I might just slip right off it, like off a piece of floppy celery," he muttered to himself. Settling for using it as a brace, he inched up, got a good grip and rotated himself for a better view of the surrounding countryside. There was no sign of anyone.

Disappointed, he began to turn himself back around when a gust of wind made his tree sway alarmingly. He scrabbled for a stronger hold on the branch, missed and instead hit one of the poky growths on its stem, its spines stabbing into the heel of his palm before the entire thing broke away in his hand and he fell.

. . .

Barbara and Susan huddled together, trying to cover their mouths with the colourful cloth of their skirts as the gaseous clouds swirled around them, thickening to a haze in the room. The hissing gradually died down and after a while the mist settled. Barbara met Susan's wide eyes over the top of her own cloth then cautiously lifted it from her mouth and tried an experimental breath. There was no stinging, no burning and as near as she could tell, no hallucinogenic effect in the strange mist. She took another breath and waited a moment.

"It doesn't seem to do anything," she said, still rather surprised. "Go ahead."

Susan slowly lowered her own skirt hem from her face. "What's it for then?" she wondered as she took a cautious breath herself.

"Maybe we're immune to it, whatever it is," Barbara pondered. "For all we know it might have been a poison to those brown people."

"It's sweet," Susan said, wiping it away from her face with her skirt. "And sticky too."

"Yes… but who knows what's making it sweet. Better we try to keep it out of our mouths if we can."

Susan nodded.

The hissing began again, and the mist rose up around them.


	5. Chapter 5

Chapter 5

Half-falling, half-skidding down the tree-trunk, Ian slammed into the ground hard and then, to his astonishment, kept going. The ground gave way beneath him and he plunged through to tumble again, landing hard enough to knock the wind out of him. He lay there, stunned, staring blankly at his hand where the odd hedge-hoggish urchin thing lay. It's spines were still stuck into his palm but he couldn't feel it.

"That can't be good," he whispered. After a moment, he slowly managed to lever himself back up, carefully checking all his limbs; it was a great relief to discover it wasn't paralysis from the fall, but rather that the spines themselves seemed to possess a numbing quality of some sort. He appeared to be in an underground tunnel.

He looked up at the light filtering down through the fibers above him, surprised to see the hole he'd made from his descent was already starting to draw back together. He started to giving a jump at it, he tried to stop it but it was too high…and he still had an alien creature embedded in his hand.

He considered his situation. First things first.

"So, what so I do about you?" he asked the spiny alien grimly. Now that he had a better look at it he could see it resembled an earth sea-urchin more than anything else, it's small mouth moving as it blindly sought the bark it apparently consumed for food. He gave it an experimental tug, glad for the numbing as he found it took a fair bit of ruthless force to release the spines from his palm. He nearly threw it aside, but managed to check himself; it wasn't the tree-urchin's fault, after all, and it _was _alive. Setting it aside, he hunted in his pocket for a handkerchief to bind up his hand.

"I certainly hope you aren't poisonous," he grumbled at the silent tree-urchin. Finished with his hand, he considered the long, dimly lit brown tunnel he'd fallen into, long, brown and strangely quiet. Feeling vaguely guilty that he was responsible for the tree-urchin's being so violently pulled from its meal, he picked it up with his other hand and considered it. He didn't see any eyes on it, just the mouth. A blind hedgehog-urchin thing then.

He experimentally held it to his vest where it promptly attached. He looked down at it thoughtfully. "With spines like that I guess you don't need eyes. I can't just leave you here; you can come with me, I'll find you another tree later on - if I can find my way out of here."

. . .

"Where are we? Why are you keeping us like this? Where is the Doctor?" Barbara asked.

The two natives observed them, swaying their heads. She had no idea if they were even the same ones who'd brought them. They spoke in almost creaky whispers to one another so she could barely make out their speech.

"They are supple? Do they speak, then?"

"Their words make little sense and their appearance is unnatural. Should we take them above?"

"They have not lost the power of speech. Leave them, they may yet absorb. There is much strange. They only recently left their pod."

"Has it become this bad?" the other said, swaying sadly.

Susan cowered against the side of the netlike-enclosure as the natives reached their sinewy brown-streaked hands in through the netting holes and carefully smoothed down Susan and Barbara's dresses, flattening the sticky fabric onto their arms and legs anyplace it still flared up.

Barbara tried again. She snatched at one of the hands, trying to hold their attention but they quickly pulled back.

"Why shouldn't we be speaking? What is this place? What pod? Do you mean our ship?"

"They are not absorbing," one noted to the other, ignoring her. "We must give them more."

"More? More of what?" Barbara asked.

They didn't reply, already turning to leave. "They must absorb soon …" one of them way saying, all sound lost as they passed beyond the fibrous wall.

Barbara looked at Susan, who was plucking at her dress, trying to peel the filmy sleeves back up from her arms with limited success, her own hands were so sticky. "Why don't they listen to us?" she wondered.

"They said something about our being absorbed," Susan said in a hopeless, frightened voice. "Like something was going to eat us. Maybe they don't listen to us because we're only…food…"

"Yes, I heard that too. I have no idea what they're talking about, but maybe it's not that bad. Nothing's really hurt us yet, after all; we've just been captured. And the pod, that must be the TARDIS."

Susan suddenly looked up at her with a horrified expression. "Maybe this…stuff…is something that will eventually absorb us? Like those plants that catch insects?"

"Sun-dews," Barbara said. "They catch things in a sticky liquid, you're right. But the syrup itself isn't what digests their prey, it just holds them while the enzymes…"

Susan put her hands to her ears, shaking her head in denial. "I don't want to hear about it, not when I'm the insect."

There was a hissing from the posts and the mist rose up once again.

. . .

"Here, we have brought you someone to play with," one of the natives was saying, the browner one. The Doctor looked up from where he was experimenting once again with the reflexes on the vine around his ankle. There had to be a way to get it to release.

"Oh good heavens," he said.

The presumably young creature they introduced to the room was much like them, thin and flexible and somewhat taller than a young child might be expected to be among humanoid races though still significantly shorter than himself. It had nearly none of the brown colouring; the skin and hair were rippled in a variety of black and white streaks and splotches. His hair was nearly all white, his eyes strangely pale compared to the deep golden-browns of the others.

He looked down at his own black coat, smoothed his white hair with his hand and shook his head.

"Oh my, hoo-hoo! Who would've thought it. No wonder you've thought me to be a child! Why, your children are the same colour as I am. Hoo-hoo, oh my! A child, at my age! Goodness me, what a lark." He chortled to himself at the humor of it while they fluttered in confusion at his words.

"So intelligent for his age," one of them told the other.

"Intelligent, am I?" he chuckled softly, "Yes, I suppose you might say that. And this does put a bit of light on the matter now, doesn't it? If this lad and I are the children, that must make the two of you the, eh, 'nannies,' or whatever you would call them here. Someone who cares for the younger ones. So, do you?"

"Do we what?" Now they seemed merely amused.

He spaced his words out, enunciating firmly. "Do you care for children?"

This brought a fluttering and more amusement, as if he'd merely said something clever that he didn't know the meaning of. If anything, this confirmed it for him. He was in a nursery.

He turned to the youth who had sat down and was simply watching him with those pale, almost colourless wide eyes. Bending down he thoughtfully tapped at the vine tendril that held the boy's ankle as surely as his own was held. The child looked at him curiously.

"I can see you're used to this, aren't you? A sort of natural grown child restraint? Hm." He leaned a little closer and tried a conspiratorial whisper. "Do you know how to get it off?"

The black and white streaked child just looked at him, then slowly and seriously he took the Doctor's arm in his hand. Wrapping his fingers around the Doctor's wrist with great concentration he traced up that arm with his opposite hand. Squeezing his own upper arm, he then sprang the fingers apart. He considered the Doctor who was tilting his head at him thoughtfully, then the eyes shifted to something behind them and he dropped the Doctor's hand. The Doctor turned.

"Do you need food?" one of the nanny-natives was asking. She came to them, extending out a hand with two moderate balls of something pale in her hand, like a large sweet. The child eagerly reached for one, but didn't lift the sweet it to its mouth as the Doctor would've expected. It sat down, cupping the ball in its hands. After a moment, it began rubbing the ball up and down its arms and all around its face as one might with a bar of soap, apparent delight on its face. The substance seemed to soak right into the child's skin; the Doctor half-wondered if it were some sort of beauty-treatment, except the nanny had explicitly asked if they were hungry.

"Go on," she was gently urging him, one hand still extended. "If you don't, he'll take both!"

"Thank you, madam," he said. "But I am not hungry." He rubbed his lapels, gesturing at the offering with a finger. "May I ask, though, what manner of foodstuff this is? If it is food? Do you not eat with your mouths, then?"

The native swayed, greatly amused at this. "With your mouth? Listen to him, what an imagination! Mouths are for talking and breathing, that's quite enough. Now here," she held it out again.

He briefly felt the pale ball in her hand, curious, and found it was quite tacky like a warm toffee apple. He shook his head. "Thank you, but no. Even if I could eat such a thing my teeth would no doubt suffer for it." He rubbed his sticky fingers together, trying to get the residue off without getting it on his clothing.

He watched as the child gladly took the second ball and 'consumed' it in the same manner, by rubbing it over his skin until it was gone. The Doctor put out his own hand and the child mimicked him. Gently, he took the child's hand in his own and studied the skin, then experimentally wiped his own tacky fingers across the small palm. The residue came right off, leaving both his own fingers and the child's clean as it apparently absorbed straight into the pale skin. "How very interesting," he mused. "Yes, how very interesting indeed. And your, eh, pigmentation, does it come with age or from your diet, or from sunlight, like plants, I wonder?"

He leaned against the wall, tapping his fingers thoughtfully as he watched his youthful companion rubbing his palms together, perhaps the native equivalent of licking the lips, until his attention was drawn back to the doorway.

One of the nannies, the one with more of the orange and yellow-streaked colouring, had fallen. He immediately straightened to attention, walking to the full extension of the hobbling vine as the brown nanny bent to help her companion.

"What is it? Is she ill? I may be able to be of assistance," he said.

The brown nanny glanced back at him then sighed as she helped the other back to her feet. "Has it gotten so bad?"

"It is worse every hour," the orange one said. She held out her thin hands and turned them. One of them showed a strange cracking lesion across the back of it, though there was no sign of blood. It looked more like a layer of pottery cracking off than a wound.

"Madam, are you injured?" the Doctor persisted. They looked up at him.

"There is nothing you can do, child," the orange one said sadly.

"But your hand…" he began.

"We do not know why it happens," she said. "Age comes so quickly."

He considered this. "Is this old age, then? This," he gestured at her hand. "This, cracking? This brittleness?"

"Yes, this is old age," the brown one told him. "It is a part of life."

"And yet you say it comes quickly," he frowned. "Have your lifespans been shortened, then?"

She didn't answer his question. "You should have stayed in your pod, you would've been safe there."

"But the old ones came from his pod also!" the orange one said. "Even the pods may not be able to stop it anymore."

"Old ones? What do you mean?" the Doctor asked. "Stop what?"

"Go," the brown one was saying, giving the other a push towards the doorway. "You need to go!"

"I try, but still…" protested the orange one.

"Still what?" the Doctor was getting frustrated. "Can't either of you answer a simple question?"

The orange one gave way to the browner one's nudgings, but first she turned back to him. "Still we grow old," she said, in the manner of one who doesn't want to frighten a child but won't lie to them either. "Sooner than we ought to."

"And these pods, they keep this unusual aging at bay?"

"Go!" the brown one interrupted. The orange one acquiesed, slipping out the doorway.

The remaining nanny sighed, then after a moment she settled down, making herself comfortable among the fibers by the entrance. A couple small balls of the sap were toyed with, then rubbed over her own arms; she apparently not being adverse to taking a bit of a snack herself while watching over her charges.

"How long has this accelerated aging been a problem here?" the Doctor asked.

She looked over at him. "Are you still questioning?"

"Yes. Are you willing to answer?"

"Since before your pod was spun, little one."

"But since your own was?" he asked, trying to find a frame of reference.

"Yes, yes. Now hush," she said. "I'm weary."

He pursed his lips, then slowly nodded. Backing to the wall, he edged down beside the boy until he was nearly hunkered. Here was a puzzle to ponder. How long was their lifespan? He had no way of knowing, but whatever it was it had apparently only recently been shortened. Well, no time like the present to find out a bit more.

Starting at the tendril on his ankle he traced his way up it to where it extruded from the wall. He gave it a light squeeze, and then when that did nothing, a good firm one. Immediately he could feel the tendril's tip straightening out, releasing him. The child looked up at him and he tapped the side of his nose significantly. Whether the gesture meant anything to him or not, he didn't make a sound but gave the closest thing to a smile the Doctor had yet seen.

Not wishing to draw any attention just yet, the Doctor quickly tapped the tip of the tendril against his ankle again, where it obediently curled. "I see," he whispered to the child. "It takes some strength, doesn't it? Perhaps more than you have just now, hm?"

He looked over at the nanny who was now beginning to droop into a nap. "If I let you go," he whispered conspiratorially, "do you think you'll stay in here? Of course not. Why there's a whole world waiting out there, my boy."

Tracing up the tendril that held the child's ankle, he gave it a rub and a squeeze. The child considered his unfettered ankle silently but with great interest, looked back up at the Doctor then reached up and tapped the side of his nose.

"Now don't you disappoint me," the Doctor smiled at the child as he tweaked that nose gently back. "Young people are simply filled with good, healthy curiosity. Time to explore!" He gave the child a little pat, encouraging him toward the doorway; there was little hesitation.

He waited just a couple moments from when the child slid happily out of view into the hallway tunnel beyond then gave the alarm. "Madam! Your young charge seems to have slipped out!" The nanny's head bobbed back upright, her eyes widening as the Doctor helpfully held up the empty ankle-tendril and pointed to the doorway by way of explanation.

Comprehension dawning, the nanny gave a sort of alarmed creaking sound and scrambled up and out the door. Looking first one way then the other, she disappeared down the tunnel. The Doctor hummed happily to himself as he once more released his own fetter and slipped out of the nursery, heading the opposite way.

Now that he knew what to watch for, he kept alert for any other natives that might be concealed along the way, but found none. Working his way along the main passage, he poked into a handful of small rooms and indentations but found little of interest, so it took him slightly by surprise when he heard a slight moan coming from one he'd nearly passed by.

Swerving to the side, he pushed aside the ropy strands to find a small cul-de-sac of sorts. His gaze was so drawn by the unusual shining grey-white cocoons he almost missed the crumpled shape on the floor.

"Dear me," he said as he knelt down. "Madam, can you hear me?" It was the orange-coloured 'nanny.'

She didn't move. He was rather shocked at how quickly the cracking lesions had spread, or were they breaks from a fall? She looked like a terra-cotta figure, now nearly all orange and peach-coloured, one that had toppled from its stand. Her skin was mazed with hairline cracks, larger portions coming loose like thin layers of ridged clay. He smoothed a hand gently over a break in her shoulder, trying to press it back into place but it sprang back up. The edges were strangely curled and dry. He wondered briefly if they shed their skin like some reptiles did, but no, this was much more than that. This native creature was definitely dying.

"How can I help you?" he asked. "Is there anything I can do? Should I try to find someone?"

"The pods…" she whispered.

He looked over at the piled oblongs. They were large, each more than a yard lengthwise but much too small for an adult. Were they restorative or could she merely be selecting her shroud? "I see them," he said. "What do I do with them?"

"Sometimes," she labored softly. "Stops it. Helps it."

Restorative, then. He stood and tried picking one of them up. It felt slightly heavy, like a thick feather quilt, the tear in the side where something had presumably come out was long and ragged; inside he could see a thick white lining. There was no way she would fit in it, but he could try using more than one. Pulling at it experimentally he found it could be torn further open. He opened it up and carefully slipped it over her thin, brittle legs, like a bunting.

He reached for a second one, tugging at it to try to get it as much like a blanket as he could. Laying it over her, he patted it into place and then leaned down by her head. "I've put them on you, is that what you wanted?"

She didn't respond, though there was slight movement. After a moment, he curiously pulled up the edge and examined the shoulder. It looked the same.

"Does it heal?" he asked.

"…stops it." she whispered, which by her appearance was more than he even expected. "Too late. Take me out, take me up."

"Out? Up? What, you mean outside?" He shook his head. "I'm sorry, I don't… " He looked at her eyes, glazing over. "But I will find someone else who can," he amended. "Don't worry. You'll be taken up and out." He wasn't sure if she'd meant an outdoor burial or some sort of spiritual concept, but he was glad to offer what comfort he could.

. . .

"Doctor! Barbara! Susan!" Ian called. His throat was growing hoarse and there was still no answer. He wondered if they could hear him; the way this spongy bark material soaked up the sound he might have passed them right by in this dim, brown-hazed labyrinth. It wasn't a comforting thought.

There, somewhere up ahead! Had that been an answer? He was sure he'd heard a voice. "Barbara?" he called, "Susan?" Another sound came but it had an edge of distress to it that made him break into a jog. The tunnel ahead turned in an widely arcing bend and he rounded it with caution, half-running, half-sidling along the wall.

The distressful shrieking voice came again just as he turned onto the next straight stretch. His eyes and ears simultaneously brought him the same information: this wasn't Barbara or Susan. In fact, this wasn't a human at all! A strange, brown and orange streaked person stood just ahead of him, at bay. She clutched to herself a smaller one all splotched in black and white as if trying to shelter with her own body and before them, keeping them trapped against the wall…


	6. Chapter 6

Chapter 6

"Heyyya!" Ian cried, or something to that effect; he wasn't really sure. It was that creature again, the one with the white-ringed eyes he'd battled up above! What was it doing down here? The only thing he knew for certain was the two people before him were in desperate need of his help. He threw himself at it's head, slamming it with his doubled fists as he had before.

Caught by surprise, the creature turned from its prey, champing and snorfling its rubbery snout at him. Ian danced back on the balls of his feet, calling out to the two natives by the wall. "Run! I'll distract it! Get away while you can!" They didn't move at first and he wondered if they could even understand him.

The creature's jaws opened and it lunged at him. He bashed it on the side of the head then slid along its side as it whipped past him and turned. Belatedly he realized this one was bigger than the one he'd met before and certainly more aggressive. This didn't bode well. He was vaguely aware of the natives moving along the wall somewhere behind it now; at least they were getting away and if they could get out of harm's way then maybe he could simply run as well. Spinning to face an oversized jawful of cartilage he found his balance and took the offensive.

"Hah! Hah!" he shouted. "Get back! Back!" He came at it with a good punch right on the end of its snout then went after its eyes. It gave out a weirdly crow-like sound and backed, shaking its head. Before it could change its mind, he went at it again, shouting, trying to get another good blow in. He was sure it was going to turn tail and run and a maniacal grin began to spread across his face from the sheer adrenaline of it.

It shoved past him. Caught by surprise, he ricocheted off the wall of the tunnel as it tried to follow once more after its original prey. Ian chased after it, kicking it in the hindquarters so it turned once more back at him. Up ahead he heard the sound of fear - the natives had run, but not far. They were still too near. The bulk of the creature whirled around once more and he had a quick flash of white-ringed eyes then the hard-rubbery ridges of the snout were closing down on his arm. He bashed at the top of the snout with his other arm and it slid down, biting at his vest.

And then it let go. He fell to the ground, rolling and staggering back to his feet. What was this? The creature was shaking its head violently, backing up and shaking it again. It gave a now-familiar croaking cry, shambling erratically around the tunnel, bashing into the walls as it went. A trembling seized it and it fell, shuddering, then lay still.

Ian stood, trembling a bit himself. He pulled in his breath and tried to calm down. What had happened? Was it dead? Why? His hand went to his vest. The tree-urchin! The creature had been attached to his vest and now it was gone! He edged up closer to the thing on the floor, but it didn't move. Coming around its head he could now see the urchin-thing, half-crushed, its spines firmly embedded in the snout. Both creatures appeared to be dead. He curled his previously-poked hand reflexively.

"It's dead," a soft, slightly creaky voice came to him. "It would have taken us!"

He looked up to find the nearly camouflaged native woman had edged nearer to him, the smaller black-and-white one, apparently a child, still held by one of her hands. Ian nudged the carcass with his shoe. "Yes…I'm glad it didn't." He pointed to the dead tree-urchin. "Are those poisonous?"

They didn't answer the question, both were just looking at him with wide eyes. He wondered if they might be in some kind of shock. "You must be from the pod," the woman ventured. "The pod they found above. You're like the other they found."

"Like who?" Ian asked, brightening with hope. "You've seen another person like me? He has white hair, doesn't move too fast?"

"Yes! We have him safe. We didn't want him to be left to…" The child was reaching out a curious hand to the urchin's spines where they stuck out from the snout. She pulled the hand back. "Don't touch!"

"Can you take me to him?"

She swayed from side to side in a gesture he didn't quite understand then turned and led the way, abandoning the carcass without another glance.

Ian followed, offering a reassuring smile to the silent child who kept looking back at him. He glanced back at the bulk in the tunnel behind them. "What about that, uh, dead…thing? Shouldn't we let someone know about it?"

She glanced back. "The other scavengers will take it away."

"Scavengers? Take it where?"

"Outside," she said. "They will pull it outside, where all the dead go."

"Ah," he said, not really understanding. He tried to let it be, but it niggled at him. After a moment he couldn't help but ask again. "So, these scavengers… are they, uh, much larger than that thing was?"

She glanced at him curiously. "They are the same. That was an adult."

"They're the same kind of creature, then?"

"That was one of the scavengers. Haven't you been warned? They come for the weak, both the young and the old." She spoke in a way that was familiar to him as a school-teacher, the presenting of something a student should have known if they'd been paying attention.

"Ah," he said again, his mind already worrying about the girls wherever they were.

They continued down the tunnel for some distance and though Ian didn't see much in the way of landmarks, she suddenly slowed and turned. "Here," she said, entering a smaller room-like area off to the side. He started to follow her but she stopped so suddenly he almost ran right into them. Ian craned his neck, looking around the empty room curiously.

The native woman turned to him, her thin brown hands fluttering around her face. "He's gone!"

"What? He was here? The Doctor?"

"He can't have gone far. Poor little one! And here, his parent was so close!"

This statement made no sense at all. He blinked at her and wondered if some of their native children had perhaps gone missing along with the Doctor, not that he could picture the old man playing either nursemaid or Pied Piper. Or maybe she was referring to this child here? "Well, if they're with him, they'd be all right. He's very resourceful," he vaguely comforted her.

She was looking down at the child she still held by the hand. Ian gave her what he hoped was a reassuring pat on the arm. "Look. You stay here. I'll go find them. You said those scavengers are only looking for children or weak people, right?"

"Yes..."

"Well, one of the people I'm looking for was a young one," he said, thinking of Susan. "And another was an old man, so I better get going."

"But we found your old ones also," she offered as he turned to leave.

"What? Old ones?"

"We found them, they were starving, I am told, not well and so very, very old! But many of the people have been turning old before their time. They weren't taken above, they were taken to absorb."

This statement only served to confuse him further. "Well, I don't know if they're anyone I know but thanks… er, now if you'll excuse me, I think I need to catch up with the Doctor. Which way do you think he would've gone?"

The woman looked at him blankly, but the oddly coloured youngster gestured the other way down the tunnel they'd just left, then suddenly reached up to him. He leaned closer; the child, to his surprise, significantly tapped the side of his nose. Ian grinned. Yes, the Doctor had been here.

"Many thanks!" Ian said as he strode away. "If he comes back, let him know I'm looking for him, will you?" Why had the Doctor been with them, and why had he left? What were these old ones she kept talking about? He trotted down the dim brown corridor, watching for any sign of his friends, any sign at all. While it was a weight off his mind that there were not only intelligent natives around this place but also that they didn't seem to be hostile, he still had the all-too-recent image of that scavenger's sharp, hungry eyes in his memory. He desperately wanted to find Barbara.

. . .

The Doctor stood by the jumbled pile of cocoons and rubbed his chin thoughtfully. The natives had gathered up the brittle remains of the nanny and carried it away with a sorrowful air; they'd apparently had far too many such incidents lately. They were taking the remains outside, apparently to give them up to the local scavengers; not quite a civilized burial, some might say, but he'd certainly seen stranger things.

After a moment, he bent and picked up a small fragment that had fallen from the body as they'd lifted it. He turned it in his fingers.

"If I didn't know better, I would think it was mere pottery," he muttered to himself. "What an unusual species. Not clay, no, more like a dried, hm, plant-matter. And what do plants eat, hm? What keeps them flexible and young? Sap, that's what."

He pocketed the fragment and leaned back against the wall, nudging the cocoons with his toe. The cocoon pods that were supposed to 'stop' this unusual aging process. He leaned down and poked at the soft cocoon lining. "So, what does it give infants? Immunity, the most logical thing. Yes, yes. Hm. Mother's milk, if you will. Could be. If there was something in their food supply that no longer met the need…or, perhaps more likely, something blocking it… an infection in their foodsource?"

Muttering, he carefully pulled out several bits of the pod-lining and added that to his pocket as well. He leaned back against the wall again, pensively smoothing his hair with a hand.

"I think I should very much like to find out where this sap is coming from. Yes. Yes, that's just the thing!"

. . .

Barbara pulled her now-stiffened skirt fabric away from her mouth as the mist finally settled once again. She looked over at Susan who had her eyes shut, her hand still keeping the filtering fabric in place.

"It's stopped again," she said. Susan peeled the fabric away from her face then gave an unhappy little cry.

"What is it?" Barbara asked with concern.

"My eyes! I closed them and now this horrible stuff has gummed them shut!" Susan rubbed at her eyes with the palms of her hands and gave a little sob. "And my hands are so sticky. I hate this place, Barbara!"

"I know," soothed Barbara. "Just keep working at it, gently. There, that's one eye. Don't be rough…just your palms…"

Susan gave a shaky little laugh. "I think my tears washed them open," she said. She turned her newly reopened gaze upward and Barbara could see her eyelashes all gummed into little points framing her dark eyes. She lifted a hand to the netting and gave it another push, the only result being that her fingers now stuck to the ropy strands. She yanked them back off and leaned against the side unhappily.

Barbara was thinking. "You know how they kept smoothing out our dresses? I was just thinking about them, themselves and what they looked like." She plucked at the gaily-coloured once-filmy dress she wore. "What if they think this is our skin?"

"Our skin?" Susan echoed uncomprehending at first. Then she nodded. "Yes! I see. But why this sticky mist? They aren't trying to glue it back down, are they?"

"True. That would seem a little strange," Barbara agreed. "You'd think they would bandage us or something if they thought our skin was coming off. Oh well," she sat back again. "It seemed to make sense for a minute, whatever this is supposed to be doing."

"Whatever it's supposed to be doing, it isn't doing it - unless the point is to make us sticky," Susan observed wryly. "I just wish I knew where Grandfather is."

"I'm right here, my dear!" the Doctor's voice suddenly said. His head popped up over the edge of their enclosure, startling them both.

"Grandfather!" Susan cried happily.

"Doctor, where's Ian?" Barbara asked. "Is he with you?"

"What? Chesterton? Not at all, but I'm sure he's fine. Probably went back to the TARDIS," the Doctor said, deftly examining the edges of their 'nest'. "And it looks like you should've stayed there also, as I suggested. How did you end up down here? Wandering off? Kidnapped?"

"We tried to find you," Susan began.

"And fell into a hole?"

"Why, yes! How did you know?" Susan asked with some astonishment.

"Because I did too." He continued around the nest. "Very efficient. Most interesting. I assume you've met our hosts?"

"If you mean the people who put us in here, yes," Barbara said. "Can you get us out?"

"A distinct possi…possibility. Hm." He went to one of the nearby posts. "These are what brought me here," he said, tapping one with an air of triumph. "Roots!"

"Roots?" Barbara asked. She tried to get to her knees, grabbing the netting to balance so she could see what he was doing.

"Yes. I've a theory about the people here. Battling some kind of disease, really most unusual. They're symbiotic with the trees, see? Absorb sap right into their skin, most amazing thing. Don't eat it, just rub it in. I suspect this disease is coming through their food supply, so I thought I would see if I could trace just where that sap comes from."

"Sap?" Barbara and Susan looked at one another.

Susan pushed up against the netting. "So you weren't looking for us?"

"Oh no, though I'm most delighted to find you, my dear girl, most delighted. Of that I assure you. And Barbara also!" He tapped the pale post-root, tilting his head as if listening to it, then came back over to them. "It is merely good old-fashioned serendipity, but who are we to complain when it works in our favor?"

. . .

"Doctor? Doctor!" Ian called yet again. A small number of the camouflaged natives had watched him pass with wide eyes but little comment, though their habit of blending in with the walls had made him about jump out of his skin more than once. None of them seemed to understand who or what he was looking for until he mentioned children. This brought a spark of understanding, and an escort of sorts; the native had led him to a strange chamber with a pile of grey-white things that looked for all the world like empty cocoons.

"But no one's here! I need to find the Doctor!" he told his escort.

The native looked at him blankly. "The child was here when the old one died. We carried it out."

Ian whirled on him, his heart in his throat. "Died? What do you mean this 'old one' died?" he demanded.

The native stepped back from the force of his words. "The old one died, we carried it out," he repeated. "Many have been dying…"

"You mean this place has some kind of plague? Where did you carry him? What happened?" His thoughts whirled between disbelief and shock. What would they do if the Doctor was gone? How would they ever even get home, if the others were even alive?

The native again stepped back away from him, its arms raised as if afraid he would strike it. "I don't understand," he said. "We only carried the old one, not the one called Doctor. She was very old, many are old too soon."

"She?" Ian said and his shoulders sagged in relief. "This old one was a woman? One of your own females?"

"Yes," the native said, still wary of him.

"And you carried her out. What about the Doctor?"

"He remained here, it is safest here. The pods help stop the dying."

"But he isn't here now. Where's he gone?"

"He was here," the native repeated. "That is all I know. He should have stayed with his pod."

Ian gave an impatient shake of his head, dismissing the unfamiliar words. "Then I'll just have to find him myself."

It wasn't long, however, before he was seriously wondering if he should have been more aggressive about asking for their help in finding his lost companion, these same brown tunnels just seemed to run on forever.

He zigzagged along, trying to check each sub-passage, alcove or crevice. A slightly larger one opened up to his left and he ducked through the ragged curtain of fibers to check it, pausing to consider a strange, pale cream post that rose up from the floor and disappeared into the fibers of the ceiling. Curious, he took a couple steps further in.

The floor gave way beneath his feet, pulling apart like a wad of old grasses. Ian stumbled back in surprise; there was no purchase. His flailing hands scrabbled with futility at the ragged hole as he vanished with a slither and a yelp into the unknown.


	7. Chapter 7

**Chapter 7**

**--  
**

Ian's heart hammered in his chest as he fell, scrabbling through the floor into a chamber below. Not knowing what to expect, he hit the floor, rolled and tried to come back to his feet even as he struggled to orient himself.

The room he was in was larger than the one he'd fallen from, the light dimmer but he could see well enough to recognize the black-coated figure on the other side.

"Doctor! What are you doing here?" he cried out with astonishment.

The Doctor turned and considered him. He didn't seem surprised to see Ian at all. "Ah, there you are, Chesterton. I wondered where you'd got off to."

Ian was flabbergasted. "Where _I'd_ gone off to? You're the one who disappeared!" he grumbled. He rubbed his head and looked up at the hole in the ceiling only to find it had already closed back up. He was still feeling shaky. "I've been trying to find you!"

"Silly thing to do. You should've gone back to the TARDIS."

"I did! It was locked!"

The Doctor took out a handkerchief and absently rubbed his fingers on it. "Was it now? How odd."

"We locked it," Susan put in apologetically from inside their nest. "But we didn't know you would be so hard to find either."

Ian startled. "Susan? Whatever are you doing in there? And Barbara!" His face lit up as he ran over to them. "Are you all right? How did you get in there?"

"They were apparently put there for safe-keeping," the Doctor remarked.

Ian felt his way around the enclosure, tugging at the thick net ineffectually. "How does this open?"

"What happened to your hand?" Barbara asked, noticing the one still bound about with his handkerchief.

He paused and considered his half-forgotten injury. "I had a bit of a surprise run-in with a sort of urchin."

"An urchin? Like a sea-urchin?" Barbara asked, confused.

"More like a tree-urchin," he said. "Spiny little thing on the trees. I tried to climb one and slipped; ended up with spines in my hand." He turned to the Doctor. "I wanted to ask you about that. I think the spines might have been poisonous."

The Doctor glanced up at him from something orange in his hands and frowned. "Poisonous? Why do you say that?"

"Because a scavenger dropped dead as soon as it got a snoutful of that urchin's spines."

"That certainly sounds poisonous. Very observant, Chesterton."

"But I also had those same spines in my hand."

"What?" The Doctor looked up again, this time with a mixture of interest and concern. "Just now?"

"No, like I said, back when I first found it. I pulled them out but my entire hand went numb."

"Is it still numb?"

"No," he flapped it experimentally. "It wore off. A bit like Novocain, I guess."

"Novocain…" the Doctor mumbled then shook a finger at him. "Ah. Procaine hydrochloride, you mean. You really ought to call things what they are, by their proper names. Especially being a chemistry teacher. Brand names are unnecessarily confusing."

"It was general science…," Ian began.

"What are you nattering on about? Chemistry is science. You taught a," he twiddled his fingers in the air. "…simplistic sort of science, didn't you?"

Ian looked annoyed. "Well, yes, if you want to call it simplistic, but…"

"Now. That hand. It wore off you say?"

"…Yes."

"Hm!" the Doctor snorted. "Well, it must not be poisonous then, at least not to you. Incompatible with your metabolism. Or perhaps the toxin continues to pump only as long as the spines are in place? How intriguing. If you see another one, do let me know."

Ian flexed the hand in question. "So I shouldn't be concerned about poison."

"If you were poisoned, you would know it, my boy."

"Never been before," Ian said, barely reining is his sarcasm." How would I know?"

The Doctor glanced at him. "I suppose you'd know by falling over dead, like Socrates. What an inconvenience that would be, hm? Now enough of that nonsense!" He waved a hand at him. "We need to get these girls away from this unwelcome force-feeding, so to speak, and I have work to do." He slipped something back into his pockets and joined Ian in examining the woven enclosure.

"Force-feeding? What is this place anyway?" Ian asked, he reached through a gap in the netting and took one of Barbara's hands in his own.

The Doctor's eyes followed the arc of the rounded room. "Hm, yes. It's the, eh, phloem of the plant, you might say. The straw that it pulls the living sap through. Surely you're familiar with this?"

"Of course I am," Ian said, viewing his surroundings with new eyes. "But on such a scale! Why it must be the largest plant ever."

The Doctor tapped his chin thoughtfully. "Yes, half a mile thick at the very least, and I should think considerably deeper, growing to cover the entire planetary surface!" he briskly rubbed his hands together. "A most fascinating horticultural project."

"Where's all of the sap, then?" Barbara wondered. "Shouldn't we be drowning in it if this is the phloem?"

"Deeper down, far beneath our feet," the Doctor said. "It stands to reason the entire network erodes away as time passes and the new layer becomes their home."

Susan nodded. "So these natives live in the bark, literally!"

"You could say that. And," he added with an ironic smile, "As you, my dear, have discovered, not all of the sap is missing."

"Sap! No wonder it's so sticky," complained Susan.

"Yes, well, the natives seem to, hm, soak it up. A bit like those lotions and other whatnot that you prefer but it isn't cosmetic. It meets their nutritional needs. Except it doesn't seem to soak into, hm, into us."

"I'll say!" Barbara agreed, peeling her hand away from Ian's and trying to get her fingers back apart.

He gestured at the cream-coloured posts. "They seem to be using the, the sap dissipation from these xylem here as a sort of therapeutic tool. A hospital room, if you like."

"Who would've thought of it," Ian said, absently rubbing his own sticky hand on his trousers as he went to inspect the surrounding posts.

"Don't get too close to those," warned Barbara. "They'll squirt you right in the face!"

He pulled back and grinned at her. "You sound like you'd like to see that. All right now, let's get you out of there." He came back to the nest-like cage and tugged at the tendrils that held the thick netting so firmly in place. "I wish I had a knife or something," he said. "Doctor, how are we going to get this off?"

"A knife wouldn't help you anyway, much too… But I do believe I have just the ticket. Come here, Chesterton." He followed the thickest grasping tendril with his hand, tracing it back to where it came from one of the walls. Glancing up to be sure he had Ian's attention, he gave it a firm rub and squeeze nearest to the wall. "Now look," he said, gesturing back to the nest.

The tendril gave a small undulation in response to his squeeze and then released, falling to the floor.

"What…some kind of reflex?" Ian said. "How did you figure that one out?"

"I was imprisoned for a time by the same device," he said, rubbing his lapel. "Or hobbled, rather. They are quite clever about such things, it takes an adult's strength, you see. I suppose they might also just keep the releasing end out of reach of the individual being held. Yes, quite a clever use of something that naturally occurs in their environment."

"I'll say. I'd like to try the next one," said Ian. "I've never seen plant-life that responds like that."

"Your own planet has some reflexive plants," the Doctor said. "Take your rather poorly named 'venus' fly-trap…"

"Excuse me, but we'd like out?" reminded Barbara impatiently.

"Of course," Ian said. "Doctor, you take that one and I'll take this one."

"Oh, yes."

In relatively short order the last of the tendrils fell free and they were able to tug the heavy netting aside. The Doctor reached in to help Susan as Ian offered a hand to Barbara.

"What happened to your shoe?"

"I lost it when we were in those tunnels," Barbara said gratefully climbing out.

"You're a regular Cinderella," Ian smirked.

"Only if you're a prince and happen to have it on hand," she said, poking him.

He pulled her into an embrace then held her out at arm's length again. "You _are_ sticky!"

Barbara grinned at him, still just so relieved to be out and with him again. "They just kept spraying us with that stuff…at least it seems harmless enough."

"It's like treacle," said Susan who was feeling her stiffened hair. "All sweet. I can't wait to wash up!"

"Treacle?" Ian asked Barbara with a wicked twinkle in his eye. "Oh, you're both a sight. I can't wait to have you washed up either." He pulled Barbara into another sticky embrace. "Could you use some help?" he whispered.

She matched his wicked twinkle with her own. "Don't you wish…"

"Now, now!" the Doctor was saying. "Come along, we need to get back to the TARDIS. I have some items I want to analyze. Susan, look at you, child. Good heavens, your hair is sticking out like ah, er, what a time we've had." He nudged her just ahead of him, steering the way. "Up, turn to your right my dear…

"What are you analyzing?" Barbara asked as they made their way back up the sloping path.

"Mm? Forgive me, my dear, I was thinking. It seems the native population here is undergoing something of a plague."

"A plague?" Susan asked with alarm.

He reached out to give her shoulders a brief embrace. "Now, now. Nothing that would affect any of us! No, I suspect it is coming to them through a corruption in their food supply."

"And that would be the sap, then?" asked Barbara as they pushed their way through some hanging fibers. They all paused to orient themselves in the main passage.

"Yes, yes. Of course. They are a most interesting people. Now, look at this." He pulled from his pocket a small shard of orange material. "What would you guess this is?"

Barbara took it, turned it over and handed it to Ian. "A shard of pottery?"

Ian shrugged and handed it back to him. "There were bits of this stuff all over the place when I was looking for you. It looks like broken clay, though the texture is a bit different. What is it?"

"Not pottery, no, not at all," the Doctor said. "As I said, the natives of this planet are most unusual. They draw their substance from this, eh, world-encompassing plant much as leaves do. And when they cannot take in that sap, like leaves they begin to change. They change in colour, grow brittle; they break easily and then rather quickly descend to death."

Barbara and Susan's eyes grew larger and Ian winced. "Then…" Susan hesitated, horrified, "those bit of crockery we saw were…"

"The remains of the deceased, yes."

He considered the shard in his hand. "This came from a native woman who died of that malady right before my eyes. I was too late to help her, but she did give me some ideas on how it might be cured." He pocketed the piece again.

"How awful," Barbara whispered. "I hope we haven't offended them. We had no idea."

"They don't seem to have any kind of formal interment," the Doctor said by way of comfort. "I shouldn't worry about that. But come, this way." He led them down the brown tunnel.

They passed a small number of natives, most standing by the walls and blending in with them so well they were nearly invisible. None tried to stop them, merely watching them go by with curiosity.

"Why do they stand there that way? Are they hiding?" Susan wondered.

"I expect it's more like they're having a bit of tea," the Doctor said. "All through these fibers there are places where the sap soaks through from the xylem. By staying near the walls, they're more likely to stay soft and flexible."

"They all came out at us before," Barbara noted. "Why are they leaving us alone now?"

"They have a strong social hierarchy," the Doctor explained as they passed yet another. "When I was alone, or when Barbara and Susan were alone, they were quick to protect us. Now we are left alone."

"Because there's four of us?" wondered Ian.

"Because you are wearing brown," the Doctor said. He looked over at Ian's blank expression. "Hoo hoo!" he chortled suddenly. "You didn't expect that, did you?"

"What's any of this have to do with how I'm dressed?"

"They are most sensitive to colour. Their children develop their pigmentation as they grown older. The young ones haven't the brown shades of the adults."

"I saw a child!" Ian exclaimed. "It was black and white! I thought it was strange…"

"Yes. Black and white. And what colour am I, would you say?"

A slow grin spread over Ian's face. "Black and white. They thought you were…"

"A child. Yes," he chuckled. "And they kept me in their nursery."

"So here I was thinking you'd gone off with some children, and it was you yourself who was the child," Ian shook his head.

"Really?" Susan asked. "Grandfather, a child?"

"And you," he said, pointing at his granddaughter. "You and Barbara are dressed in what colours?"

"Yellow, peach…gold…"

"And those are the colours of their elderly, or I suspect more recently, their infirm."

"So… we're old?" Susan asked.

"And in need of medical attention," he said.

--


	8. Chapter 8

Chapter 8

"They thought we were sick as well?" Barbara asked.

"Yes, as I said, medical attention. That's why they've kept you as they have. I'm rather surprised at it, to be sure; this plague of theirs seems to have great rapidity. If they'd thought you were a lost cause they might have left you to those, eh, scavengers. Chesterton here is the only one coloured as a healthy adult."

"I am?" Ian was grinning.

"Then they're leaving us alone because we're in his care," Barbara said, taking his arm.

Ian chuckled. "Well, this is an interesting turn. I think I like it."

"Don't let it go to your head," Barbara warned.

"I won't. Now come along, or I'll send you all to bed without supper!"

They watched as ahead of them the Doctor felt his way along the tunnel wall then reached up and firmly pushed his hand across a patch of ropy fibers. The fibers pulled apart, leaving a hole through which they could see the welcome sight of the sky and trees.

"Come along," he said impatiently climbing out. "What are you waiting for? It's high time we got going."

"How did he learn to open that?" Barbara muttered to Ian, accepting his help in climbing up. "We tried everything!"

"He didn't say - a bit childish sometimes, isn't he?" Ian whispered back. Barbara snorted, gratefully climbing out into one of the bark-fissure canyons.

"It's so nice to be outside again!" Susan exclaimed as Barbara reached back to help pull her up, Ian boosting her from behind.

Ian followed them out, watching as the fibers drew shut once again. "This place would be great for hideouts," he observed.

"How will we find the TARDIS?" Barbara wondered as they looked around.

The Doctor pulled out his pocket-watch and glanced at it. "That way!" he said, pointing. He marched off without hesitation leaving them to follow as best they could. Thankfully it wasn't far, considering Susan was already limping again. Barbara and Ian helped support her as they worked their way over to the familiar blue box.

"You see," he was continuing as they came back up to him. "You won't find many of the healthy native people up here on the surface. My theory is this disease has them too afraid to stray from their food source. Without this sap in their bodies, they begin to change colour and essentially dry up. Both bright and brittle. Our eyes might see the colours as quite beautiful, not unlike autumn leaves."

"Beautiful but tragic," Barbara said. She stood back to allow the Doctor to use his key on the battered doors.

"You might say that, though it is their natural cycle." He fished in his pocket for his key. "The problem is the very thing they are looking to for life may be what's killing them - and apparently it's accelerating. For the most part, the only ones that come above now already dead. They take them outside once they're deceased."

"I don't really want to think about that," Susan said.

The Doctor opened the door and they all gratefully filed into the familiar, soothing interior. "I expect those scavenging creatures have had a time of it too. Maybe even had to go below the surface themselves, to find sufficient food."

"They have! One of the ones I ran into was in those tunnels," said Ian.

"Ah. I thought so." The Doctor went to one wall and pulled out a couple drawers, rummaging in them. "I sincerely doubt these natives have a natural predator while in their prime, but they certainly have the scavengers for their weakness."

"No wonder that thing ran off when I kicked it," Barbara reflected. "It wasn't used to its meals fighting back."

"Speaking of meals, I'm starving," Susan complained.

"There's been nothing to eat around here but sap," Ian agreed. "And aside from syrups, I don't think I'm too partial to it."

"And speaking of syrup, come on, Susan," Barbara said. "Let's go change out of these sticky things!"

"Yes, yes," the Doctor said from where he was arranging various small items on a table. He waved a hand at them dismissively. "Go on and get cleaned up."

"Oh yes!" Susan ran ahead of her down the hall.

"Be sure you save a little for me, Barbara," Ian said.

Barbara paused and gave him a look. "I'll assume you mean hot water."

"Oh, of course. Hot water! Yes, I might need a bit of a shower myself," he said innocently. "That too."

"You're incorrigible." Barbara rolled her eyes and headed down the hall after Susan.

Ian whistled to himself as he came back over to the Doctor. "Can I help?"

He didn't look up. "No, no, go on, make yourself useful somewhere. I'll need some time for these results to show and I'd rather not be interrupted."

"I'll get us all something to eat," Ian offered. Getting no reply - he hadn't expected any - he headed for the kitchen.

The Doctor poked at his experiment and flipped a small switch. With a tiny hum, a curl of paper slid up from the machine. Running it through his fingers he made one adjustment and flipped the switch again. The second curl of paper brought a smile.

"Of course," he said to himself. "Now let me see… powdered, I think. Yes." He looked down at his own attire and patted it thoughtfully. "No, no this won't do…hm."

After digging around in the wardrobe for a few minutes, he selected a brown hound's-tooth suit and brown tie, then after a moment topped it off with a somewhat floppy bohemian brown hat that half-hid his features. He paused in front of the mirror to consider this ensemble and adjusted the hat, which was a little too big, and gave himself a nod of approval.

Humming, he headed back to the console room where he packaged up his experiment. Susan came in, combing out her damp hair and he smiled at her. "Hello, child. Feeling better?"

"Oh yes," she said. "I never thought I'd get it all off. I was going to help Barbara comb out her hair, but she sent me out here instead. Said Ian would do it, can you imagine? He doesn't know the first thing about hair."

"Hm," said the Doctor. "Well in that case, how about you come along with me. I'm glad to see you're already dressed appropriately."

She glanced down at her brown jumper. "Oh, you mean in brown? I guess I am…"

"Come, then," he said, scooping an arm around her shoulders. "We've a cure to take them."

"You found a cure for it then? That's wonderful! What about Ian and Barbara? Won't they want to come too?"

"Oh, oh no… I'm sure they'll be just fine by themselves…" he smiled, steering her out the door.

. . .

Now that he knew what to look for and how to open them, it didn't take long to find their way back into the spacious dim tunnels beneath the bark-like surface. He helped Susan climb down, apologizing belatedly for dragging her along with him in light of her sore ankle and leg, but overall he seemed quite chipper.

"Child!" the nanny exclaimed as he pushed aside the rough curtain of fibers and entered the nursery. She stopped in confusion, her hands fluttering.

"Yes, yes. It's me. But as you can see, I am a child no longer," the Doctor said with a small bow. His hat slid down and he pushed it back up. "Nor is my companion here old. Now, listen," he said as she swayed and fluttered. "I need you to do something for me….

. . .

Susan sat by a small black-and-white leaf-child and politely declined, yet again, a taste of his sticky treat. The Doctor stood surrounded by a crowd of the natives.

He held up the empty pod-cocoon he'd picked up along the way. "I don't know how else I can explain the why of it, my good sirs. The pod lining, that soft white part here, yes, this part, contains a protein that will bind to the foreign bacteria in the sap. In brief, this counteracts the effect and everyone who takes in some of this should be perfectly able to absorb their necessary nutrition."

They looked at him blankly, then looked at the nanny who could offer them no further explanation. "It is as he says," she repeated to them. "The old one there is cured!" She gestured over at Susan and all of them turned to stare at her, making Susan's cheeks blush at the attention.

"Yes," the Doctor said, taking whatever was offered to convince them. "And as I said, all you have to do is mix a little of this into those little balls of sap you use." He gestured to the nanny, who handed him one a sticky little globe. He mashed the pod-fibers into it then held it out. "All of you, the old ones first and then the rest, are to eat these. All. Don't leave anyone out or they might become ill!"

"We'll be sure of it," the nanny said, and the others all swayed in agreement. They might not completely understand it, they might even come to regard it as magic, but at least they knew enough to take a cure when it was offered.

"Only one or two should be needed, but it won't hurt to take a little more," the Doctor said as they began to pass around the pod, each pulling out a bit of the fibers. "That's right. Good, good." He left them to it and came over to where Susan had been patiently waiting.

"So now they'll be all right?" she asked.

"Provided they each have a nice ball of that sap with a bit of pod-seasoning for their tea," he smiled and tapped the end of her nose. "You see, my dear, they were effectively starving to death while surrounded by food."

They watched as the 'leaf' people each took a portion of the pod then grouped here and there, speaking among themselves. There was an air of hope and festivity among them that their visitors had never seen before. "Yes," he continued, "That should let them absorb their meals nicely. And don't worry, the bacteria will run its natural course, but this way it won't be taking these good people along with it." He looked down at the child and tapped his nose. The child reached up and tapped it back.

"Now, I think it's high time we returned to the TARDIS, my child. Always easier if you can slip away before they want to give you awards and such."

Susan smiled and gave the child a parting pat, accepting her grandfather's arm. They slipped out of the room quietly and, for the most part, unobserved. Following the now-familiar tunnels, they reached their exit without event where he opened it and helped her up, then followed.

"Grandfather," Susan laughed as he clambered back to his feet, shoving the bohemian felt hat back from his eyes again. "You aren't going to keep that hat, are you?"

"Why not? I rather like it," he sniffed as she took his arm.

"It's much too big," she pointed out.

"True. Well, one never knows. Maybe someday I'll have a head to match it."

. . .

"We're back!" he announced loudly as they opened the doors. Hooking the hat onto the hat-stand, he set about poking a variety of the TARDIS' buttons and switches. "And it's about time we were off," he added.

Susan smiled and started toward the hall, passing Ian as she did so. He was whistling happily.

"Did you do Barbara's hair up?" she asked.

Ian's eyebrows quirked, his cheeks pink. "What? Oh… I… ah yes, her hair. I'm sure I did a terrible job of it. She took it all down again," he said quickly.

Susan rolled her eyes. "I could've told her. I don't know why she lets you even try. I'll go help fix it."

"By all means!" He bowed and waved her down the hallway. "Practice makes perfect, after all," he added with a grin. Coming over to the Doctor, he leaned upon the edge of the console companionably, watching as the console's pillar began pumping up and down, lights flashing. "Where are we off to now?" he asked.

The Doctor twiddled his fingers on his lips thoughtfully as it he hadn't even heard him. After a moment he reached out and poked a couple more buttons. "These readings aren't quite what I expected," he finally replied, "But there's bound to be something interesting once we get there."

Ian propped himself up with his elbows. "There always is."

_The End_


End file.
